PEPSICO INC — Director's Dealing 2016

Jul 29, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2016-07-28

Reporting Person: Khan Mehmood (Vice Chair,EVP,CSO,Global R&D)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-28	PepsiCo, Inc. Common Stock	M	30137	$68.75	Acquired	164464.06	Direct
2016-07-28	PepsiCo, Inc. Common Stock	S	30137	$107.2425	Disposed	134327.06	Direct
2016-07-28	PepsiCo, Inc. Common Stock	S	21000	$107.3804	Disposed	113327.06	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-28	Employee Stock Option (right to buy)	$68.75	M	30137	Disposed	2018-01-31	PepsiCo, Inc. Common Stock (30137)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	184.4534	Indirect

Footnotes

F1: The shares with respect to this transaction were sold at prices ranging from $107.1810 and $107.3520, a portion of which were sold to cover option costs, taxes and broker commissions. Upon request, the reporting person will provide to the Securities and Exchange Commission staff, the Company, or a security holder of the Company, full information regarding the number of shares sold at each separate price.

F2: The shares with respect to this transaction were sold at prices ranging from $107.1900 and $107.5400, a portion of which were sold to cover broker commissions. Upon request, the reporting person will provide to the Securities and Exchange Commission staff, the Company, or a security holder of the Company, full information regarding the number of shares sold at each separate price.

F3: Reflects the number of shares held under the reporting person's account in the PepsiCo Savings Plan as of July 28, 2016.